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The Deal: Weiss Family Again Offers Higher Price for American Greetings

NEW YORK (
TheDeal) - The Weiss family offered again this week to raise its buyout offer for
American Greetings(AM) the greeting card company it founded and controls, following the request of the retailer's special committee.

The founding family including chairman Morry Weiss, CEO Zev Weiss and COO Jeffrey Weiss, filed a 13D with the Securities and Exchange Commission on Tuesday, July 2, offering to raise the agreed-upon buyout to $19 per share from $18.20, or an additional $550 million not including the company's $250 million of debt.

American Greeting shares slipped 0.2% to close Wednesday at $18.98.

The Weiss family first offered to buy out the company in September for $17.18 per share. That price was amended to $17.50 per share in a January offer when the Weiss buyers said they did not intend to further increase the bid, although that increase also limited dividend payments.

The $18.20 per share agreement was struck with the special committee March 29, including a 15 cent dividend, the ex-dividend date for which was July 1.

The proxy has yet to clear the SEC. American Greetings shareholders representing a majority of the minority vote are required to approve any transaction. The Weiss family owns about a 10% economic interest in American Greetings, but controls half the votes through a special share class.

TowerView LLC, a hedge fund with a 6.2% stake in American Greetings, has opposed the valuation and sale process and said in a 13D that this was not the time to sell the company and the Weiss family was getting it cheap. TowerView asked in late May that the financial adviser to the special committee, Peter J. Solomon Co., withdraw its fairness opinion for the $18.20 per share cash deal and ask the special committee to withdraw its recommendation.

The Weiss family in a 13D filing Tuesday responded that while it reached a definitive agreement after prolonged, arm's-length negotiations, they would agree on request of the special committee and in "light of recent developments" that enhancing the price to $19 is "the right thing to do."